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How to Form a Single-Member LLC in Ohio

Want to form a single-member LLC (SMLLC) in Ohio? Pick a business name, file articles of organization, register for taxes, and apply for the required licenses and permits.

By , Attorney

If you operate a small business by yourself, you can register your company with Ohio to become a single-member limited liability company (SMLLC). By default, solo business owners are considered "sole proprietorships," a type of business structure that doesn't require formal business registration.

However, many business owners find that registering their business as a limited liability company (LLC) has many advantages. In Ohio, you can form an SMLLC the same way you form a multi-member LLC. Make sure you follow the Ohio Revised Limited Liability Company Act. In general, you can follow the steps below to form your Ohio SMLLC.

1. Name Your SMLLC

Ohio requires that the name of your SMLLC follow certain rules. For example, the name of your SMLLC must contain the words "limited liability company" without abbreviation or one of the following abbreviations:

  • "limited"
  • "ltd."
  • "ltd"
  • "LLC," or
  • "L.L.C."

The SMLLC's name must also be distinguishable from any business name that's been registered or reserved with the Ohio Secretary of State (SOS). So, your business name must be distinguishable from the name of any domestic or foreign LLC, corporation, limited partnership, limited liability partnership, or from any trade name (also known as a "DBA"). (Ohio Rev. Code § 1706.07 (2023).)

You can check whether the name you want is available by doing a business search on the SOS website. You can also reserve your business name prior to registering your SMLLC. Your business name can be reserved for 180 days by filing a name reservation form (Form 534B) with the SOS. You can mail in the completed form or file to reserve your name online through Ohio Business Central. As of 2023, the filing fee is $39.

The Ohio SOS has a guide to name availability that can help you determine whether the name you want is available and complies with Ohio law.

2. File Articles of Organization

You can create an Ohio SMLLC by filing articles of organization with the SOS. The articles must include the name of your new SMLLC, the name and address of the SMLLC's statutory agent, the agent's signature accepting the appointment, and a few other basic details. (Ohio Rev. Code § 1706.16 (2023).)

Every Ohio SMLLC must have a statutory agent (most states call this a "registered agent"). A statutory agent is an individual or business entity that agrees to accept legal papers on behalf of the SMLLC. The agent can be an individual Ohio resident or a domestic or foreign company authorized to do business in Ohio. The statutory agent must have a physical street address in Ohio.

You can file your articles online through Ohio Business Central. You can also download a blank articles of organization (Form 610) from the SOS website and mail the completed form to the SOS address indicated on the form. As of 2023, the filing fee is $99.

All of the paperwork and procedural steps to start an SMLLC in Ohio can be done online using our online LLC formation application.

3. Prepare an Operating Agreement

In Ohio, you're not required to have an operating agreement for your SMLLC. However, there are many reasons and advantages to having one. For instance, an operating agreement helps to separate you personally from your SMLLC, further establishing your limited liability protections. You might also find it useful to have one when applying for a business loan or entering into contracts with other businesses.

The operating agreement typically covers the member's rights, duties, and obligations, as well as the SMLLC's management structure. In your operating agreement, you should specify whether your SMLLC will be managed by you as its member (called "member-managed") or by a manager (called "manager-managed"). In a manager-managed SMLLC, the manager can be you or someone outside the LLC (a nonmember).

If you're interested in learning more about SMLLC operating agreements, see Nolo's Guide to Single-Member LLCs, by David M. Steingold (Nolo).

4. Do You Need an EIN?

Most businesses need a federal employer identification number (EIN) for federal tax purposes. However, many SMLLCs aren't required to get an EIN unless the SMLLC is taxed as a corporation or has employees.

One of the advantages of an LLC, including an SMLLC, is its flexible tax structure. While taxed as a disregarded entity (same as a sole proprietorship) by default, an LLC can be taxed as a corporation. The LLC owners simply need to file the appropriate form with the IRS to elect corporate tax status.

But if your SMLLC doesn't make this corporate tax election and you don't have employees, you're not required to obtain an EIN for your business. Even if you're not required to do so, you should consider applying for an EIN. Banks often require an EIN to open an account in the business's name and other companies you do business with could require an EIN to process payments.

Complete the IRS's online application on its website to get your EIN. There's no filing fee.

5. Register With the Department of Taxation

Depending on your location and business activities, you might be required to register to pay business taxes. You must register your SMLLC with the Ohio Department of Taxation (DOT) if:

  • your business is required to pay the state commercial activity tax (imposed on businesses with more than $150,000 in taxable gross receipts)
  • you have employees and need to withhold employee wages, or
  • your business provides taxable goods and services and you'll collect and report sales tax.

You can register with the DOT online through the Ohio Business Gateway (OBG) or by mail using the correct form.

If you have employees, you'll also probably need to register with and pay taxes to the Ohio Department of Job and Family Services (ODJFS).

For more on Ohio tax registration requirements, see our article on LLC annual report and tax filing requirements in Ohio.

6. Apply for Business Licenses

Depending on your business's industry, location, and operations, you might need to apply for certain local and state business licenses, permits, and registrations. You should check to see whether you need licenses, permits, or registrations related to:

  • your profession or occupation
  • specific goods or services you'll sell or provide
  • an assumed or fictitious name for your business, and
  • health and safety matters.

You can learn more about which licenses, permits, and registrations your business might need in our article on how to get a small business license in Ohio.

7. No Annual Reports

Unlike most other states, Ohio doesn't require LLCs to file annual reports.

Getting Help Forming Your SMLLC in Ohio

In general, the process of starting an SMLLC in Ohio is fairly straightforward. Most business owners can register their SMLLC with the state on their own. However, you might find it useful to talk to a local Ohio business attorney if you have questions specific to your business. For example, if you have multiple tax registrations to keep track of or need to apply for various licenses and permits, a local business attorney can help you navigate the legal process.

For more guidance on forming and running your SMLLC, see the single-member LLC section of our website.

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